DGAP-Adhoc: Salzgitter AG: Salzgitter AG solicits offers to sell from holders of the outstanding convertible bonds due 2022 (ISIN DE000A1Z2G97)

Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful.

Disclosure of inside information pursuant to Article 17 MAR

Salzgitter AG solicits offers to sell from holders of the outstanding convertible bonds due 2022 (ISIN DE000A1Z2G97)

The Management Board of Salzgitter Aktiengesellschaft (the "Company") resolved today to buy back up to around EUR 60 million in aggregate principal amount of the outstanding non-interest bearing convertible bonds due 2022 issued by Salzgitter Finance B.V. and guaranteed by the Company, ISIN DE000A1Z2G97 included in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (the "Bonds") via a modified Dutch auction procedure.

Salzgitter Klöckner-Werke GmbH (the "Purchaser"), a wholly-owned subsidiary of the Company, invites eligible holders of the Bonds to submit offers to sell for cash up to around EUR 60 million in aggregate principal amount of Bonds (the "Target Amount") via a modified Dutch auction procedure (the "Invitation"). The Company reserves the right, in its sole and absolute discretion, to purchase less than or more than the Target Amount. As at 5:30 p.m. CEST on 3 April 2020 EUR 150.9 million of the initially issued EUR 167.9 million in aggregate principal amount of the Bonds remained outstanding.

The minimum purchase price per EUR 100,000 principal amount of the Bonds is EUR 98,000. The final purchase price and the total number of the Bonds expected to be acquired will be determined via a modified Dutch auction procedure closing on 7 April 2020 at 5:30 p.m. CEST. Settlement is expected to occur on or around 15 April 2020.

The Company is commencing the transaction for proactive management of the existing liabilities.

The Company will decide in its sole discretion to what extent and at what price it will repurchase Bonds regardless of the average trading volume and price of the Bonds.

The repurchase of the Bonds can be modified, suspended or resumed at any point in time. The Company does not intend to disclose each individual transaction. The Company will announce the completion of the repurchase of the Bonds.

The Invitation is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted by any such use, means, instrumentality or facility or from within the United States. The Invitation is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful.

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Contact:
Markus Heidler
Head of Investor Relations Salzgitter AG
Telephone: +49 (0)5341 21 -1852
e-mail: [email protected]
www.salzgitter-ag.com

Disclaimer

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication is not an extension of a tender offer in the United States for securities of Salzgitter. A tender offer for the sale of Convertible Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.